cnbmedleysupplementno4to






          SUPPLEMENT NO. 4 TO GUARANTEE AND COLLATERAL AGREEMENT                SUPPLEMENT  NO.  4  (this  “Supplement”)  dated  as  of  November  14,  2018  to  the  Guarantee  and  Collateral  Agreement  dated  as  of  August  19,  2014 (as  amended,  supplemented  or  otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among MEDLEY  LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower from time  to time party thereto (each such Subsidiary individually, a “Subsidiary Guarantor” and collectively, the  “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower are referred to collectively herein as  the  “Grantors”)  and  CITY  NATIONAL  BANK,  a  national  banking  association  (together with its  affiliates, “CNB”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties  (as defined therein).                A.     Reference  is  made  to  the  Credit  Agreement  dated  as  of  August  19,  2014  (as  amended,  amended  and  restated, supplemented  or  otherwise  modified from time to time, the “Credit  Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and CNB,  as administrative agent for the Lenders and as Collateral Agent.                B.     Capitalized  terms  used  herein  and  not  otherwise  defined  herein  shall  have  the  meanings  assigned  to  such  terms  in  the  Credit  Agreement  or  the Guarantee  and  Collateral  Agreement  referred to therein, as applicable.                C.     The Grantors have entered into the Guarantee and Collateral Agreement in order  to induce the Lenders to make Loans. Section 7.16 of the Guarantee and Collateral Agreement provides  that additional Subsidiaries of the Borrower may become Subsidiary Guarantors and Grantors under the  Guarantee  and  Collateral  Agreement  by  execution  and  delivery  of  an  instrument  in  the  form  of  this  Supplement.  The  undersigned  Subsidiary  (the  “New Subsidiary”)  is  executing  this  Supplement  in  accordance  with  the  requirements  of  the  Credit  Agreement  to  become  a  Subsidiary  Guarantor  and  a  Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional  Loans (if any) and as consideration for Loans previously made.                Accordingly, the Collateral Agent and the New Subsidiary agree as follows:                SECTION 1.   In  accordance  with  Section 7.16  of  the  Guarantee  and  Collateral  Agreement,  the  New  Subsidiary  by  its  signature  below  becomes  a Grantor  and  Subsidiary  Guarantor  under  the  Guarantee  and  Collateral  Agreement  with  the  same  force  and  effect  as  if  originally  named  therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms  and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary  Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it  as  a  Grantor  and  Subsidiary  Guarantor  thereunder  are  true  and  correct  on  and  as  of  the  date  hereof  (including,  for  the  avoidance  of  doubt,  the  representations  and  warranties  in  Section  4.02(d),  without  giving effect to any references therein to the Closing Date or any Credit Event; provided, that Schedule III  attached hereto shall be deemed to be “Schedule III” for purposes of such representations and warranties).  In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full  of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant  to  the  Collateral  Agent,  its  successors  and  assigns,  for  the  ratable  benefit  of  the  Secured  Parties,  their  successors  and  assigns,  a  security  interest  in  and  lien  on  all of  the  New  Subsidiary’s  right,  title  and  interest  in  and  to  the  Collateral  (as  defined  in  the  Guarantee and  Collateral  Agreement)  of  the  New  Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral  Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is  hereby incorporated herein by reference.    LEGAL_US_W # 96412860.2